UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-Q
/ A


Amendment
No. 1





(Mark
One)





xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31, 2010





oTRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from __________ to ___________





Commission
file number : 000-53268





CHINA
WI-MAX COMMUNICATIONS, INC.





(Exact
name of registrant as specified in its charter)





Nevada
                    
                    61-1504884(State
      of Incorporation)
                    
                    (IRS
      Employer ID
Number)





1905
Sherman Street, Suite 335, Denver, Colorado 80203


(Address
of principal executive offices)





303-993-8028





(Registrant's
Telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to the filing  requirements
for the past 90 days.


Yes xNo  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈     No
 ̈





Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈(Do not check if a smaller
      reporting company)Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





As of May
11, 2010 there were 16,547,063 shares of the registrant's common stock issued
and outstanding.







EXPLANATORY NOTE
 China
Wi-Max Communications, Inc. (the “Company”) is filing this Amendment No. 1 (the
“Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March
31, 2010, which was originally filed with the Securities and Exchange Commission
(the “Commission”) on May 24, 2010 (the “Original Filing”).
  The
purpose of this amendment is to add expanded disclosure to its notes to
unaudited interim financial statements as follows: (1) add a section to Note 1
entitled “Basis of Presentation” and (2) add expanded disclosure to Note 2 in
the section entitled “Consolidation of Variable Interest Entity” regarding Gao
Da. In connection with the filing of this Amendment and pursuant to the rules of
the Commission, the Chief Executive Officer and the Chief Financial Officer of
the Company have reissued certain of their required certifications presented in
Exhibits 31.1 and 31.2.
  Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the dates described in the Original
Filing, and we have not updated the disclosures contained therein to reflect any
events that occurred subsequent to such dates. Accordingly, this Amendment
should be read in conjunction with the Company’s filings made with the
Commission subsequent to the filing of the Original Filing, as information in
such filings may update or supersede certain information contained in this
Amendment.









PART
      I - FINANCIAL INFORMATIONPageItem
      1. Financial StatementsBalance
      Sheets –March 31, 2010 (Unaudited) and December 31, 2009
                                    F-1Statements
      of Operations (Unaudited) - Three months ended March 31, 2010 and 2009 and
      From July 5, 2006 (Inception) to March 31, 2010
                                    F-2Statements
      of Changes in Deficit (Unaudited) - From July 5, 2006 (Inception) to March
      31, 2010
                                    F-3Statements
      of Cash Flows (Unaudited) - Three months ended March 31, 2010 and 2009 and
      From July 5, 2006 (Inception) to March 31, 2010
                                    F-4Notes
      to the Financial Statements (Unaudited)
                                    F-5Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                                    3Item
      3. Quantitative and Qualitative Disclosures About Market Risk - Not
      Applicable
                                    6Item
      4T. Controls and Procedures
                                    6PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings -Not Applicable
                                    7Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                                    7Item
      3. Defaults Upon Senior Securities - Not Applicable
                                    8Item
      4. Submission of Matters to a Vote of Security Holders - Not
      Applicable
                                    8Item
      5. Other Information - Not Applicable
                                    8Item
      6. Exhibits
                                    8SIGNATURES
                                    9


2


PART
I





ITEM 1.
FINANCIAL STATEMENTS




CHINA WI-MAX COMMUNICATIONS, INC.
 (A
Development Stage Enterprise)
 
 CONSOLIDATED
BALANCE SHEETS
  March 31,
                        
                        
                        December 31,2010
                        
                        
                        2009(unaudited)ASSETSCurrent
      assets:Cash
                        
                        $
                        57,270
                        
                        
                        $
                        34,524Prepaid
      expenses
                        
                        
                        31,911
                        
                        
                        
                        52,385Total
      current assets
                        
                        
                        89,181
                        
                        
                        
                        86,909Property
      and equipment, net
                        
                        
                        507,901
                        
                        
                        
                        514,731Intangible
      assets and other, net
                        
                        
                        305,678
                        
                        
                        
                        305,678813,579
                        
                        
                        
                        820,409$
                        902,760
                        
                        
                        $
                        907,318LIABILITIES
      AND EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                        
                        $
                        624,933
                        
                        
                        $
                        357,577Accrued
      interest
                        
                        
                        514,041
                        
                        
                        
                        425,189Convertible
      notes payable
                        
                        
                        3,628,361
                        
                        
                        
                        3,468,824Total
      current liabilities
                        
                        
                        4,767,335
                        
                        
                        
                        4,251,590Equity
      (Deficit):China
      Wi-Max shareholders' deficit:Common
      stock; $.001 par value; 100,000,000 shares authorized;16,194,004
      and 14,654,004 shares issued and outstanding as ofMarch
      31, 2010 and December 31, 2009, respectively
                        
                        
                        16,194
                        
                        
                        
                        14,654Additional
      paid-in capital
                        
                        
                        3,156,685
                        
                        
                        
                        1,892,931Accumulated
      other comprehensive income
                        
                        
                        28,012
                        
                        
                        
                        25,978Deficit
      accumulated during the development stage
                        
                        
                        (7,049,875
                        )
                        
                        
                        (5,277,835
                        )Total
      China Wi-Max shareholders' deficit
                        
                        
                        (3,848,984
                        )
                        
                        
                        (3,344,272
                        )Noncontrolling
      interest
                        
                        
                        (15,591
                        )
                        
                        
                        -Total
      deficit
                        
                        
                        (3,864,575
                        )
                        
                        
                        (3,344,272
                        )Total
      liabilities and deficit
                        
                        $
                        902,760
                        
                        
                        $
                        907,318
 
 See notes
to unaudited consolidated financial statements.
 
 F-1
  CHINA
WI-MAX COMMUNICATIONS, INC.
 (A
Development Stage Enterprise)
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
 (UNAUDITED)
  Period fromJuly 5, 2006(inception)Three Months Ended
                          
                          
                          throughMarch 31,
                          
                          
                          March 31,
                          
                          
                          March 31,2010
                          
                          
                          2009
                          
                          
                          2010Operating
      expenses:General
      and administrative expense
                          
                          $
                          (1,694,450
                          )
                          
                          $
                          (589,020
                          )
                          
                          $
                          (6,454,835
                          )Operating
      loss
                          
                          
                          (1,694,450
                          )
                          
                          
                          (589,020
                          )
                          
                          
                          (6,454,835
                          )Other
      expense:Interest
      expense
                          
                          
                          (93,181
                          )
                          
                          
                          (62,827
                          )
                          
                          
                          (610,631
                          )Net
      loss
                          
                          
                          (1,787,631
                          )
                          
                          
                          (651,847
                          )
                          
                          
                          (7,065,466
                          )Net
      loss attributable to the noncontrolling interest
                          
                          
                          15,591
                          
                          
                          
                          -
                          
                          
                          
                          15,591Net
      loss attributable to China Wi-Max
                          
                          
                          (1,772,040
                          )
                          
                          
                          (651,847
                          )
                          
                          
                          (7,049,875
                          )Foreign
      currency translation gain
                          
                          
                          2,034
                          
                          
                          
                          532
                          
                          
                          
                          28,012Comprehensive
      loss
                          
                          $
                          (1,785,597
                          )
                          
                          $
                          (651,315
                          )
                          
                          $
                          (7,037,454
                          )Basic
      and diluted net loss per share
                          
                          $
                          (0.12
                          )
                          
                          $
                          (0.06
                          )Weighted
      average number of commonshares
      outstanding
                          
                          
                          15,002,227
                          
                          
                          
                          11,236,705
 
 See notes
to unaudited consolidated financial statements.
 
 F-2
  CHINA
WI-MAX COMMUNICATIONS, INC.
 (A
Development Stage Enterprise)
 
 CONSOLIDATED
STATEMENTS OF EQUITY (DEFICIT)
 
 PERIODS
FROM JULY 5, 2006 (INCEPTION) THROUGH MARCH 31, 2010
  ChinaWi-MaxShareholdersAccumulated
                                    
                                    
                                    DeficitAdditional
                                    
                                    
                                    other
                                    
                                    
                                    accumulated
                                    
                                    
                                    
                                    
                                    
                                    TotalCommonstock
                                    
                                    
                                    paid-in
                                    
                                    
                                    comprehensive
                                    
                                    
                                    during the
                                    
                                    
                                    Noncontrolling
                                    
                                    
                                    shareholders'Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    capital
                                    
                                    
                                    income
                                    
                                    
                                    developmentstage
                                    
                                    
                                    interest
                                    
                                    
                                    deficitCommon
      stock issued for cash between July 5, 2006 (inception)and December 31,
      2006 at par value ($0.001 per share)
                                    
                                    
                                    3,825,000
                                    
                                    
                                    $
                                    3,825
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    3,825Net
      loss
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (8,538
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    (8,538
                                    )Balances,
      December 31, 2006
                                    
                                    
                                    3,825,000
                                    
                                    
                                    
                                    3,825
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (8,538
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (4,713
                                    )Common
      stock issued for cash between January and June 2007 at par value ($0.001
      per share)
                                    
                                    
                                    5,230,000
                                    
                                    
                                    
                                    5,230
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,230Common
      stock issued for cash between June and December 2007 at par value ($0.001
      per share)
                                    
                                    
                                    260,000
                                    
                                    
                                    
                                    260
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    260Common
      stock issued for services, valued at $0.25 per share
                                    
                                    
                                    455,000
                                    
                                    
                                    
                                    455
                                    
                                    
                                    
                                    113,295
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    113,750Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (444,590
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (444,590
                                    )Balances,
      December 31, 2007
                                    
                                    
                                    9,770,000
                                    
                                    
                                    
                                    9,770
                                    
                                    
                                    
                                    113,295
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (453,128
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (330,063
                                    )Shares
      of common stock cancelled at par value
                                    
                                    
                                    (260,000
                                    )
                                    
                                    
                                    (260
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (260
                                    )Common
      stock issued for services, valued at $0.25 per share
                                    
                                    
                                    884,000
                                    
                                    
                                    
                                    884
                                    
                                    
                                    
                                    220,116
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    221,000Common
      stock issued upon conversion of notes and accrued interest in December
      2008, valued at $0.25 per share
                                    
                                    
                                    391,002
                                    
                                    
                                    
                                    391
                                    
                                    
                                    
                                    97,362
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    97,753Fair
      value of options vested during the period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    103,275
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    103,275Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,716,195
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,716,195
                                    )Other
      comprehensive income adjustments, gain on foreign currency
      translation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,853
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,853Balances,
      December 31, 2008
                                    
                                    
                                    10,785,002
                                    
                                    
                                    
                                    10,785
                                    
                                    
                                    
                                    534,048
                                    
                                    
                                    
                                    25,853
                                    
                                    
                                    
                                    (2,169,323
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,598,637
                                    )Common
      stock issued for services
                                    
                                    
                                    1,900,000
                                    
                                    
                                    
                                    1,900
                                    
                                    
                                    
                                    473,100
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    475,000Common
      stock issued upon conversion of notes and accrued interest
                                    
                                    
                                    1,969,002
                                    
                                    
                                    
                                    1,969
                                    
                                    
                                    
                                    549,422
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    551,391Fair
      value of options vesting during the period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    336,361
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    336,361Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,108,512
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,108,512
                                    )Other
      comprehensive income adjustments, gain on foreign currency
      translation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    125
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    125Balances,
      December 31, 2009
                                    
                                    
                                    14,654,004
                                    
                                    
                                    
                                    14,654
                                    
                                    
                                    
                                    1,892,931
                                    
                                    
                                    
                                    25,978
                                    
                                    
                                    
                                    (5,277,835
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,344,272
                                    )Common
      stock issued for services
                                    
                                    
                                    1,540,000
                                    
                                    
                                    
                                    1,540
                                    
                                    
                                    
                                    308,860
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    310,400Warrants
      issued related to convertible notes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    43,292
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    43,292Fair
      value of options vesting during the period
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    911,602
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    911,602Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,772,040
                                    )
                                    
                                    
                                    (15,591
                                    )
                                    
                                    
                                    (1,787,631
                                    )Other
      comprehensive income adjustments, gain on foreign currency
      translation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,034
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,034Balances, March 31,
      2010 (unaudited)
                                    
                                    
                                    16,194,004
                                    
                                    
                                    $
                                    16,194
                                    
                                    
                                    $
                                    3,156,685
                                    
                                    
                                    $
                                    28,012
                                    
                                    
                                    $
                                    (7,049,875
                                    )
                                    
                                    $
                                    (15,591
                                    )
                                    
                                    $
                                    (3,864,575
                                    )
  See notes
to unaudited consolidated financial statements.
 
 F-3
  CHINA
WI-MAX COMMUNICATIONS,INC.
 (A
Development Stage Enterprise)
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 (UNAUDITED)
 
 Period fromJuly 5, 2006(Inception)Three Months Ended
                          
                          
                          throughMarch31,2010
                          
                          
                          March31,2009
                          
                          
                          March31,2010Cash
      flows from operating activities:Net
      loss
                          
                          $
                          (1,787,631
                          )
                          
                          $
                          (651,847
                          )
                          
                          $
                          (7,065,466
                          )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Common
      stock issued for services
                          
                          
                          310,400
                          
                          
                          
                          258,750
                          
                          
                          
                          1,120,150Accrued
      interest converted to common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          87,244Non-cash
      stock option expense
                          
                          
                          911,602
                          
                          
                          
                          15,699
                          
                          
                          
                          1,351,238Amortization
      of debt issue costs
                          
                          
                          4,329
                          
                          
                          
                          -
                          
                          
                          
                          4,329Depreciation
                          
                          
                          6,911
                          
                          
                          
                          8,689
                          
                          
                          
                          40,682Amortization
                          
                          
                          -
                          
                          
                          
                          8,151
                          
                          
                          
                          25,649Changes
      in assets and liabilities:Decrease
      (Increase) in prepaid expenses
                          
                          
                          20,474
                          
                          
                          
                          30,278
                          
                          
                          
                          (31,912
                          )Decrease
      in other assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          38,139Increase
      in accounts payable
                          
                          
                          267,356
                          
                          
                          
                          96,526
                          
                          
                          
                          624,933Increase
      in accrued interest
                          
                          
                          88,852
                          
                          
                          
                          62,841
                          
                          
                          
                          514,041Net
      cash used in operating activities
                          
                          
                          (177,707
                          )
                          
                          
                          (170,913
                          )
                          
                          
                          (3,290,973
                          )Cash
      flows from investing activities:Purchase
      of property and equipment
                          
                          
                          -
                          
                          
                          
                          (65,419
                          )
                          
                          
                          (521,329
                          )Purchase
      of intangible assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (364,195
                          )Net
      cash used in investing activities
                          
                          
                          -
                          
                          
                          
                          (65,419
                          )
                          
                          
                          (885,524
                          )Cash
      flows from financing activities:Proceeds
      from issuance of convertible notes payable and warrants
                          
                          
                          198,500
                          
                          
                          
                          95,000
                          
                          
                          
                          4,229,224Proceeds
      from issuance of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          9,055Debt
      issue costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (5,270
                          )Net
      cash provided by financing activities
                          
                          
                          198,500
                          
                          
                          
                          95,000
                          
                          
                          
                          4,233,009Effect
      of exchange rate changes on cash
                          
                          
                          1,953
                          
                          
                          
                          -
                          
                          
                          
                          758Net
      increase (decrease) in cash
                          
                          
                          22,746
                          
                          
                          
                          (141,332
                          )
                          
                          
                          57,270Cash,
      beginning of period
                          
                          
                          34,524
                          
                          
                          
                          147,889
                          
                          
                          
                          -Cash,
      end of period
                          
                          $
                          57,270
                          
                          
                          $
                          6,557
                          
                          
                          $
                          57,270Supplemental
      disclosure of non-cash investingand
      financing activities:Convertible
      notes and interest converted to common stock
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          649,144
 
 See notes
to unaudited consolidated financial statement.
  F-4




CHINA
WI-MAX COMMUNICATIONS, INC.


(A
Development Stage Enterprise)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


THREE
MONTHS ENDED MARCH 31, 2010 AND 2009


(Unaudited)





1.
            Organization, basis of
      presentation, going concern and management's
  plans:





Organization
and basis of presentation:




China
Wi-Max Communications, Inc. (the "Company") is a
development stage telecommunications broadband provider. The Company is a
Nevada corporation formed in July 2006, and is focused on
providing commercial customers with high bandwidth connections
throughout  first and second tier  markets in China. For accounting
purposes, the Company is classified as a development stage
enterprise.





The
Company plans to build, own, and operate metropolitan  area Internet
Protocol (IP)-based broadband networks using a combination of Company-owned
optical fiber and licensed Wi-Max (Worldwide Interoperability for Microwave
Access) capable wireless spectrum.  These networks are designed to
provide the reliability, redundancy, scalability, and other features expected of
a carrier class network.  The Company intends to provide value-added
services such  as IP
transport, Internet Service Provider  (ISP) 
services, and broadband  internet access.  The Company plans to
position itself to bypass the local loop facilities of the current local
exchange carriers to connect enterprise customers directly to a global
communications network.





In
September 2008, the Company effectuated the formation and control of two
wholly-owned  subsidiaries  in China:  Beijing Yuan Shan Da
Chuan  Business Development Ltd. ("Da Chuan") and Beijing Yuan Shan Shi Dai
Technology Ltd.  ("Shi Dai").  Da Chuan has  contractual 
agreements  with two local Chinese companies  to use 
licenses  to  deliver  "Value  Added 
Telecommunications Services"  (Note 4). Shi Dai owns optical  fiber
assets  located in Beijing and Hangzhou;  Shi Dai's purchases of
optical fiber assets were made at the direction of and with funding from China
Wi-Max prior to consolidation. The Company began initial  operation of its
network in Beijing in 2008, but has not generated any revenue to
date.





The
Company's  financial  statements  as of March 31, 2010, the year
ended December 31, 2009, and the periods from  September 24, 2008 
(the date at which the Company gained 100% ownership of Da Chuan and Shi Dai)
through  March 31, 2010,  include the accounts of Da Chuan and Shi
Dai.  In June
2009, the Financial Accounting Standards Board (“FASB”)  issued FASB ASC
810-10-65 (Prior authoritative literature:  SFAS No. 167,  Amendments to FASB Interpretation
No. 46(R)) which amends the consolidation guidance applicable to a
variable interest entity (“VIE”). This standard also amends the guidance
governing the determination of whether an enterprise is the primary beneficiary
of a VIE, and is therefore required to consolidate an entity, by requiring a
qualitative analysis rather than a quantitative analysis. Previously, the
standard required reconsideration of whether an enterprise was the primary
beneficiary of a VIE only when specific events had occurred.  The Company
adopted this guidance on January 1, 2010. In  connection
with the adoption of the new accounting rules for entities “VIE’s” the Company
began consolidating Beijing Gao Da Yang Guang Communication Technology Ltd.
(“Gao Da”) beginning on January 1, 2010. All intercompany balances and
transactions have been eliminated in consolidation. The non-controlling interest
in Gao Da has been presented separately
within the Company's balance sheet and statement of operations . The
consolidation of Gao Da did not have a material impact on
the consolidated financial statements.





The
Company's foreign  subsidiaries (Da Chuan and Shi Dai and Gao Da beginning
January 1, 2010) are located in China, and foreign  transactions are
conducted in currencies other than the U.S.  dollar,  primarily the
Chinese  Renmimbi  (RMB). Da Chuan, Shi Dai and Gao Da financial
statements  are  maintained  in  the  functional 
currency.  For financial reporting purposes, the financial statements of
the subsidiaries have  been  translated  into  United 
States  (U.S.)  dollars.  Assets and liabilities  are
translated into U.S. dollars at year-end  exchange rates. Income and 
expense  items are  translated  at  weighted-average 
rates of exchange prevailing during the year.  Any resulting translation
adjustments are charged or credited to other comprehensive income in
shareholders' deficit. Gains and losses on foreign currency 
transactions  are included in other income and expense.




F-5


The
Company is exposed to movements in foreign currency exchange rates. In addition,
the Company is subject to risks including adverse developments in the foreign
political and economic environment,  trade barriers,  managing foreign
operations and potentially  adverse tax consequences.  There can be no
assurance that any of these  factors will not have a material 
negative impact on the Company's financial condition or results of operations in
the future.




Basis
of Presentation:
  The
accompanying interim, unaudited financial statements of the Company have been
prepared in accordance with the instructions to quarterly reports on Form 10-Q.
In the opinion of management, all adjustments necessary to present fairly the
financial position, results of operations and cash flows at March 31,
2010, and for all periods presented, have been made. Certain information and
footnote disclosures normally included in financial statements
prepared in conformity with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is therefore
suggested that these interim financial statements be read in conjunction with
the summary of significant accounting policies and notes to financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009. The results of operations for the periods ended March 31, 2010, are
not necessarily an indication of operating results for the full
year.


Going concern and management's
plans:





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.  The Company
reported a net loss of $1,787,631 for the three months ended March 31, 2010, and
a working capital deficiency and deficit of approximately
$4,678,000 and $3,865,000, respectively, at March 31, 2010.
 The Company has a limited operating  history and no
current revenue producing operations.  In addition, the Company
does not have a revolving loan agreement with any financial institution, 
nor can the Company provide any assurance it will be able to enter
into any such agreement in the future, or be able to raise funds
through a future  issuance of debt or equity.  These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and 
classification of liabilities that might be  necessary should the
Company be unable to continue as a going concern.





The
Company's continuance as a going concern is dependent on its future
profitability and on the on-going support of its shareholders and creditors. In
order to mitigate the going concern issues, the Company is continuing its
efforts to raise capital. The Company raised approximately $198,500 during the
three months ended March 31, 2010. The Company is planning a $1 million to $5
million private placement of stock in mid 2010. However, additional financing
may not be available in amounts or on terms acceptable to the Company or at all.
As a consequence, if the Company is unable to obtain any additional financing in
the near term, the Company will be required to delay its business plan
implementation, and/or the Company may be required to cease operations in order
to offset the lack of available funding, which would have a material adverse
impact on the Company.





2.
            Summary
      of significant accounting policies:





Use of
estimates in the preparation of financial statements:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.





Property
and equipment:





Property
and equipment are stated at cost, and depreciation is provided by use of
the  straight-line  method over the  estimated  useful 
lives of the related assets. Major improvements are capitalized, while
expenditures for repairs and maintenance are expensed when incurred. 
Estimated useful lives of property and equipment are as
follows:


F-6





Fiber
      optic cable
                25
      yearsNetwork
      support equipment
                5
      years





Impairment
of long-lived assets:





Management
assesses the carrying values of long-lived assets for impairment when
circumstances indicate that such amounts may not be recoverable from future
operations. Generally, assets to be held and used are considered impaired if the
sum of expected undiscounted future cash flows is less than the carrying amount
of the asset. Management does not believe any impairment has occurred as of
March 31, 2010. The accounting estimates for the Company's long-lived assets
require management to make significant assumptions about fair value.
Management's assumptions regarding fair value require significant judgments
about economic factors, industry factors and technology considerations, as well
as about the Company's business prospects. Changes in these judgments may have a
significant effect on the estimated fair values of the Company's long-lived
assets and could result in an impairment charge that could have a material
adverse effect on the Company’s statements of position and results of
operations.





Fair
value of financial instruments:





The fair
value of the  Company's  cash,  accounts payable and
convertible  notes approximate  their carrying amounts due to the
short maturities of these instruments.




Consolidation
of variable interest entity:
  In June
2009, the FASB issued new guidance that amended the existing criteria for
consolidating VIE’s.  The new consolidation criteria requires an ongoing
qualitative assessment of which entity has the power to direct matters that most
significantly impact the activities of a VIE and has the obligation to absorb
losses or benefits that could be potentially significant to the VIE.  This
new guidance was effective for the Company beginning January 1,
2010.
  In
connection with the adoption of the new accounting rules for VIE’s, the Company
consolidated an affiliate company, Gao Da, beginning on January 1,
2010. The Company is the sole variable interest holder of Gao Da, and it is
the primary beneficiary, as there is a service agreement between the Company and
Gao Da, in which the Company has agreed to fund all of Gao Da’s operations. Gao
Da is a development stage, PRC enterprise, with no revenue-producing
operations; at March 31, 2010, Gao Da's assets consist of license
rights with a carrying value of approximately $  326,000 (Note 4) and
liabilities of approximately $418,000, which are due to China Wi-Max. 
These account balances eliminate in consolidation. Gao Da's license
rights cannot be sold or transferred without the prior approval of
the licensor.
  Prior to
January 1, 2010, advances made by the Company to Gao Da for operations were
expensed by the Company. In addition, prior to January 1, 2010, the Company had
recorded contractual license rights, which represented the amount the Company
paid to Gao Da to purchase the frequency licenses held by Gao Da. The carrying
value of the contractual license rights was approximately the same amount as the
carrying value of the frequency licenses recorded by Gao Da through December 31,
2009. Therefore, upon consolidation of Gao Da on January 1, 2010, after
elimination of intercompany account balances and transactions, there was no
material impact on the Company’s consolidated financial
statements.
 Revenue
recognition:





As of
March 31, 2010, the Company has no revenue-producing operations. When revenue
generating operations begin, the Company will recognize revenue pursuant to
Securities and Exchange Commission, Staff Accounting Bulletin ("SAB") No. 101,
Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue
Recognition. Consistent with the requirements of these SABs, revenue will be
recognized only when: a) persuasive evidence of arrangement exists, b) delivery
has occurred, c) the seller's price to the buyer is fixed, and d) collectability
is reasonably assured.





Loss per
share:





Basic
loss per share of common stock is computed based on the weighted average number
of common shares outstanding during the year. Stock options and common shares
issuable upon the conversion of debt securities (16,490,719 at March 31, 2010
and 7,624,550 at March 31, 2009) are not considered in the calculation, as the
effect would be antidilutive. Therefore, diluted loss per share is equivalent to
basic loss per share.


F-7




3.
            Property
      and equipment:





As of
March 31, 2010 and December 31, 2009, property and equipment consists of the
following:





March 31, 2010
                  
                  
                  December 31, 2009Fiber
      optic cable
                  
                  $
                  507,957
                  
                  
                  $
                  507,875Network
      equipment
                  
                  
                  40,649
                  
                  
                  
                  40,643548,606
                  
                  
                  
                  548,518Less
      accumulated depreciation
                  
                  
                  (40,705
                  )
                  
                  
                  (33,787
                  )$
                  507,901
                  
                  
                  $
                  514,731





4.
            Intangible
      assets:





As of
March 31, 2010 and December 31, 2009, intangible assets consist of the
following:





March 31, 2010
                  
                  
                  December 31, 2009License
      rights
                  
                  $
                  326,056
                  
                  
                  $
                  326,056Less
      accumulated amortization
                  
                  
                  
                  
                  
                  
                  (20,378
                  )$
                  326,056
                  
                  
                  $
                  305,678





Prior to
January 1, 2010, the Company's intangible asset, contractual license rights,
represents the Company’s rights to certain frequency licenses held by Gao Da. The
contractual license rights represent the right to revenue generated from
customers who contract to utilize frequency licenses held by Gao Da (Note 8).
Prior to January 1, 2010, the Company amortized this intangible asset over the
twenty-year term of the agreement. With the consolidation of Gao Da effective
January 1, 2010, the Company has recordedthe underlying frequency licenses
held by Gao Da and has eliminated the contractual license rights in
consolidation. The Company does not Amortize these license rights. The
Company evaluates this intangible asset for impairment annually, and between
annual evaluations if events or changes in circumstances indicate that the
carrying amount of the asset may not be fully recoverable. In cases where
required, an impairment provision is recognized in an amount by which the
carrying value exceeds the estimated fair value of the asset.




The
underlying value of the frequency licenses held by Gao Da is dependent on
numerous factors, including successful deployment of networks and connectivity,
and/or radio links. The Company considers the underlying licenses to have an
indefinite useful life under the provisions of ASC Topic 350, Goodwill and Other Intangible
Assets. These licenses are typically renewed if the licensee files a
renewal application prior to license expiration wherein the licensee
demonstrates its engagement in supplying services or related activities to
satisfy the appropriate criteria for renewal. If at any time the Company
determines that these criteria will most likely not be met, or if there is a
change in management's future business plans or disposition of one or more
licenses underlying the contractual license rights, the Company will first test
the contractual license rights for impairment, and then the Company will modify
the life of the contractual license rights and begin amortizing the cost over
the remaining underlying license period. The Company also tests its contractual
license rights for impairment if there are any legal, regulatory, contractual,
competitive, and economic or other factors that are determined to limit the
useful lives of the licenses.


F-8




5.         Convertible notes
payable:





As of
March 31, 2010, the holders of 12% convertible notes totaling $518,500 agreed to
extend the maturity date to June 30, 2010, and holders of notes totaling $5,000
have requested conversion to common stock.





As of
March 31, 2010, 10% convertible notes totaling $1,754,945 are due through June
30, 2010, and notes totaling $1,046,479 are due on December 31, 2010. At March
31, 2010, holders of notes totaling $10,000 have requested conversion to common
stock, and other note holders with notes totaling $105,000 have demanded payment
as of March 31, 2010.





During
the three month period ended March 31, 2010, the Company issued $198,500 of 10%,
unsecured convertible notes payable. Principal and interest on these notes are
payable solely in shares of the Company's common stock. Principal and interest
are convertible at any time into shares of the Company's common stock at $0.50
per share at the option of the note holders if converted prior to December 31,
2010. On December 31, 2010, if not converted, the conversion price is the lesser
of $0.50 per share or the Average daily closing price ten days prior to December
31, 2010. Of the $198,500 debt issued during the three month period ended March
31, 2010, $148,500 included detachable warrants. For each dollar, two warrants
were granted with a five-year term and are exercisable at $1.00 per share. The
Company recorded the warrants at their relative fair value a discount of $38,963
has been recorded at March 31, 2010.





Subsequent
to March 31, 2010, the Company issued $30,000 of 10% convertible notes payable
and warrants to purchase 60,000 shares of common stock at $1.00 per
share.




Subsequent
to March 31, 2010, certain notes payable were converted to 353,059 shares of
common stock.




6.Income taxes:





Based on
the U.S. statutory income tax rates, the
Company's  expected  income tax benefit was approximately
$607,795 and $222,000 for the three months ended  March 31, 2010 and
2009,  respectively.  The expected income tax benefit
differs from the actual benefit of $0 each period, due primarily to the
valuation allowance.





7.Equity (deficit):





Stock
option plan:





In the
three months ended March 31, 2010, the Company recorded total stock-based
compensation of approximately $912,000 for options that vested during the
period, which is included in general and administrative expense and interest
expense. As of March 31, 2010, the fair value of 600,000 unvested stock options
was $103,800 which is expected to be recognized over a weighted average period
of approximately three years.





The
Company uses the Black-Scholes option pricing model to determine the weighted
average fair value of options. The weighted average fair value of options
granted during the three months ended March 31, 2010 was $0.28 per share. The
assumptions utilized to determine the fair value of options granted through
March 31, 2010 are provided in the following table:




March 31,2010
                            
                            
                            March 31,2009Risk
      free interest rates
                            
                            2.38%-2.44%
                            
                            
                            0.66%
      - 2.89%Expected
      volatility
                            
                            181%-185%
                            
                            
                            80%
      - 136%Expected
      term in years
                            
                            5
                            
                            
                            2-3Expected
      dividend yield
                            
                            -
                            
                            
                            -


F-9





The
following table sets forth stock option activity since January 1,
2010:





WeightedAverage
                  
                  
                  
                  
                  
                  WeightedNumber of
                  
                  
                  Exercise
                  
                  
                  
                  
                  
                  AverageOptions
                  
                  
                  Price
                  
                  
                  Exercisable
                  
                  
                  Fair ValueOutstanding,
      January 1, 2010
                  
                  
                  5,350,000
                  
                  
                  $
                  0.35
                  
                  
                  
                  2,050,000
                  
                  
                  $
                  0.18Granted/vested
      during period
                  
                  
                  4,350,000
                  
                  
                  $
                  0.28
                  
                  
                  
                  4,050,000
                  
                  
                  $
                  0.28Outstanding,
      March 31, 2010
                  
                  
                  9,700,000
                  
                  
                  $
                  0.32
                  
                  
                  
                  6,100,000
                  
                  
                  $
                  0.21




WeightedNumber of
                    
                    
                    AverageShares
                    
                    
                    Fair ValueNo
      vested shares at January 1, 2010
                    
                    
                    3,300,000
                    
                    
                    $
                    0.18Granted
                    
                    
                    330,000
                    
                    
                    $
                    0.22Nonvested
      at March 31, 2010
                    
                    
                    3,630,000
                    
                    
                    $
                    0.18





As of
March 31, 2010, the Company has 3,600,000 unvested stock options of which
vesting on  3,000,000 are contingent on future events.




Options
granted to date have been granted outside of the plan and have terms that do not
exceed five years. There were 6,100,000 vested options as of March 31, 2010.
There was no intrinsic value attributable to outstanding or vested options at
March 31, 2010.





Common
stock issued for services:





During
the three month period ended March 31, 2010, the Company issued 1,540,000 shares
of common stock to various third parties who performed development stage
services for the Company. These shares were valued at $310,400. During the three
month period ended March 31, 2009, the Company issued 1,035,000 shares of common
stock to various third parties who performed development stage services for the
Company and for employee bonuses. These shares were valued at $258,750 ($0.25
per share).





8.         Commitments:





Contract
with Gao Da:





In
September  2008, the Company,  through Da
Chuan,  entered into a 20-year contract  with Gao Da, in
which the Company is entitled to utilize Gao Da's licenses and contracts that
relate to the Company's deployment of fiber and wireless assets for the
Company's benefit, as defined. As consideration for the
service  agreement,  the Company is to pay or
reimburse  Gao Da for any licensing  fees for
base  stations  or
license  renewal  expenses,  and the
Company  is to pay a  quarterly  fee to Gao Da
equal to one  percent of net
revenue  generated  from the use of Gao
Da's  contracts and licenses in the
Company's  business  operations,  as  defined.
The Company consolidated Gao Da effective January 1, 2010. All intercompany
transactions have been eliminated.




F-10





Leases:





The
Company leases  office space in Denver,  Colorado on a
month-to-month basis for approximately $1,100 per month. Da Chuan leases office
space in Beijing, China on a month-to-month basis for approximately $5,400 per
month.




F-11





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion is intended to provide an analysis of China Wi-Max’s
financial condition and should be read in conjunction with China Wi-Max’s
financial statements and the notes thereto set forth herein.  The
matters discussed in these sections that are not historical or current facts
deal with potential future circumstances and developments.  China
Wi-Max actual results could differ materially from the results discussed in the
forward-looking statements.  Factors that could cause or contribute to
such differences include those discussed below.





Plan
of Operations





China
Wi-Max plans to be a telecommunications broadband provider focused on providing
commercial customers with high bandwidth connections through first and second
tier markets in China through subsidiary companies.  Through these
wholly and partially owned subsidiaries, China Wi-Max intends to build, own, and
operate metropolitan area Internet Protocol (IP) based broadband networks, using
both owned optical fiber and licensed Wi-Max capable wireless
spectrum.





China
Wi-Max operating subsidiaries networks are designed to provide the reliability,
redundancy, scalability, and other features expected of a carrier class
network.  China Wi-Max believes its operating subsidiaries can bypass
the local loop facilities of the local exchange carrier to connect enterprise
customers directly to the global communications network.  At this
time, China Wi-Max has six full-time employees in the United States, augmented
by a number of personnel in operating subsidiaries, contract personnel and
professional services organizations.





Service
to customers is provided through direct connections to the optical fiber or
transmissions over licensed radio spectrum provided through China Wi-Max’s
Chinese operating subsidiaries.  Currently, the Company’s operating
subsidiaries are offering customers high speed broadband Internet access in a
pilot program.   Services contemplated to be offered in the
future include Voice-over Internet Protocol, or VoIP, bandwidth on demand,
bandwidth redundancy, virtual private networks, or VPNs, disaster recovery,
bundled data, and video services.





During
2009, the Company continued to put in place the structure and resources
necessary to provide the services contemplated in its business
plan.  The Company put into place the corporate structure of
subsidiaries, licenses and contract relationships necessary to provide services
in China.  Audit work and filings with the United States Securities
and Exchange Commission were successfully completed to position the Company to
become a trading company on the Over The Counter Bulletin Board
exchange.  Initial office space  and personnel resources
were obtained in China.





The
addition of customers will require additional capital to acquire access to new
buildings, purchase and install equipment, etc.  The Company is also
pursuing opportunities to utilize its wireless assets to provide last mile
bridging services for potential customers.  The Company also plans to
initialize its network assets in Hangzhou. This project timing will be dependant
our ability to raise sufficient capital to proceed.  We are optimistic
about the opportunity in China, but recognize how difficult it is to raise
capital necessary to carry out the Company's plans.




In the
continuance of our business operations, we do not intend to purchase or sell any
significant assets and we do not expect a significant change in the number of
employees, until additional capital is raised.


3




RESULTS
OF OPERATIONS





Results
of Operations for the Three Months Ended March 31, 2010 Compared to the Three
Months Ended March 31, 2009





During
the three months ended March 31, 2010 and 2009, China Wi-Max did not recognize
any revenues.





During
the three months ended March 31, 2010, China Wi-Max incurred general and
administrative expenses of $1,694,450 compared to $589,020 for the three months
ended March 31, 2009. The $1,105,430 increase was a result of an increase in the
Company's operational activities compared to the prior period. During the three
months ended March 31, 2010, there was an increase of approximately $640,000 in
salary and wages, expenses for operations in China increased by $23,000,
consulting and professional fees increased by $440,000 and travel and other
items decreased by $6,000 over the prior period ended March 31,
2009.





During
the three months ended March 31, 2010, China Wi-Max recognized a net loss of
$1,787,631 compared to a net loss of $651,847 during the three months ended
March 31, 2009. The $1,135,784 increase in net loss was primarily a result of
the $1,105,430 increase in general and administrative expenses, discussed above
combined with the $30,354 increase in interest expense as a result of the
issuance of convertible promissory notes discussed below.





China
Wi-Max's basic loss per share was $.12 during the three months ended March 31,
2010 versus a net loss of $0.06 per share during the three months ended March
31, 2009.





LIQUIDITY





Historically,
cash flow from operations has not been sufficient to sustain China Wi-Max's
operation without additional sources of capital. At March 31, 2010, the Company
had total current assets of $89,181, consisting of cash of $57,270 and prepaid
expenses of $31,911. At March 31, 2010, the Company had total current
liabilities of $4,767,335. Total current liabilities consisted of accounts
payable of $624,933, accrued interest of $514,041 and current convertible notes
payable of $3,628,361. At March 31, 2010, the Company had a working capital
deficit of $4,678,154.





During
the three months ended March 31, 2010, China Wi-Max used $177,707 in its
operating activities. The net loss of $1,787,631 was adjusted for $310,400 of
services paid for by the issuance of common stock, $911,602 in non-cash option
expenses, amortization of debt issue costs of $4,329  and $6,911 in
depreciation and amortization costs. During the three months ended March 31,
2010, there was a $20,474 decrease in prepaid expenses, a $267,356 increase in
accounts payable, a $88,852 increase in accrued interest.





During
the three months ended March 31, 2009, China Wi-Max used $170,913 in its
operating activities. The net loss of $651,847 was adjusted for $258,750 of
services paid for by the issuance of common stock, $15,699 in non-cash stock
option expenses and $16,840 in depreciation and amortization costs. During the
three months ended March 31, 2010, there was a $30,278 decrease in prepaid
expenses, a $96,526 increase in accounts payable, a $62,841 increase in accrued
interest.





During
the three months ended March 31, 2010, China Wi-Max did not have any investing
activities. During the three months ended March 31, 2009, China Wi-Max used
$65,419 in its investing activities for the purchase of property and
equipment.


4




During
the three months ended March 31, 2010, China Wi-Max received $198,500 from its
financing activities. During the three months ended March 31, 2009, China Wi-Max
received $95,000 from its financing activities.




China
Wi-Max has not paid nor is any principal or interest due on notes payable . As
of March 31, 2010, there is $3,628,361 in outstanding convertible notes payable
and accrued interest of $514,041.




During
the three months ended March 31, 2010, China Wi-Max issued 1,540,000 shares of
its common stock to individuals as employment compensation and payments for
services performed for China Wi-Max, valued at $310,400. During the three months
ended March 31, 2009, China Wi-Max issued 1,035,000 shares of its common stock
to individuals as employment signing bonuses and payments for services performed
for China Wi-Max, valued at $258,750.





During
the three months ended March 31, 2010, China Wi-Max issued stock options
exercisable for 4,350,000 shares of its common stock, with an exercise price in
a range from $0.25 to $0.50 per share and a term of 5 years. The options have
variable vesting rates. During the three months ended March 31, 2010, options
exercisable for 4,050,000 shares were vested. These options were valued using
the Black-Scholes model, and the Company has recorded $911,602 of non-cash stock
option expense during the three months ended March 31, 2010.





During
the three months ended March 31, 2009, China Wi-Max issued stock options
exercisable for 300,000 shares of its common stock, with an exercise price of
$0.25 per share and a term of 3 years. The options have variable vesting rates.
During the three months ended March 31, 2009, options exercisable for 256,250
shares were vested. These options were valued using the Black-Scholes model, and
the Company has recorded $16,000 of stock based compensation expense during the
three months ended March 31, 2009.





To the
extent China Wi-Max's operation are not sufficient to fund its capital
requirements, China Wi-Max may enter into a revolving loan agreement with
financial institutions or attempt to raise capital through the sale of
additional capital stock or through the issuance of debt. At the present time
China Wi-Max does not have a revolving loan agreement with any financial
institution nor can it provide any assurance that it will be able to enter into
any such agreement in the future or be able to raise funds through the further
issuance of debt or equity.





In the
event that our operating plan changes due to changes in our strategic plans,
lower than expected revenues, unanticipated expenses, increased competition,
unfavorable economic conditions or other unforeseen circumstances, including the
continued turmoil and tightening of the credit markets, and further weakening of
consumer confidence and spending, our liquidity may be negatively impacted. If
so, we could be required to adjust our expenditures for the remainder of 2010
and for 2011 to conserve working capital or raise additional capital, possibly
including debt or equity financing, to fund operations and our growth
strategy.


5





Need
for Additional Financing





China
Wi-Max's business plan requires funding to develop and expand a new capital
intensive business. China Wi-Max has been addressing funding needs for the next
twelve months estimated at $10 to $15 million dollars to carry out the business
plan. To continue to expand and grow the business beyond twelve months will
require significant additional capital and China Wi-Max expects to be
continually raising funds for at least the next twenty-four months to thirty-six
months. Although management believes there is tremendous upside potential,
failure to raise sufficient additional capital could result in reduced growth,
or in the worst case, failure of the business. These ongoing capital needs are
reflected in the Company's independent registered public accounting firm's Audit
report for the audited periods ending December 31, 2009, which included a "going
concern" emphasis paragraph.





No
commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow it to cover our expenses as they may be
incurred.





ITEM
3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
Applicable





ITEM
4T. CONTROLS AND PROCEDURES





Disclosures
Controls and Procedures





We have
adopted and maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) that are designed to ensure that information
required to be disclosed in our reports under the Exchange Act, is recorded,
processed, summarized and reported within the time periods required under the
SEC's rules and forms and that the information is gathered and communicated to
our management, including our Chief Executive Officer (Principal Executive
Officer)and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required
disclosure.





As
required by SEC Rule 15d-15(b), we carried out an evaluation under the
supervision and with the participation of our management, including the Chief
Executive Officer/Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are ineffective in
timely alerting him to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.




Management's
Report on Internal Control over Financial Reporting





This
quarterly report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
Company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission of newly public
companies.


6





PART
II. OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





NONE





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





The
Company made the following unregistered sales of its securities from January 1,
2010 through March 31, 2010.





<


DATE OF SALE
                  
                  TITLE OF SECURITIES
                  
                  NO. OF SHARES
                  
                  CONSIDERATION
                  
                  CLASS OF PURCHASER1/5/2010
                  
                  Common
      stock
                  
                  
                  20,000
                  
                  $10,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate1/15/2010
                  
                  Common
      stock
                  
                  
                  80,000
                  
                  $40,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate2/22/2010
                  
                  Common
      stock
                  
                  
                  20,000
                  
                  $10,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/5/2010
                  
                  Common
      stock
                  
                  
                  50,000
                  
                  $25,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/8/2010
                  
                  Common
      stock
                  
                  
                  12,000
                  
                  $6,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/15/2010
                  
                  Common
      stock
                  
                  
                  20,000
                  
                  $10,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/15/2010
                  
                  Common
      stock
                  
                  
                  50,000
                  
                  $25,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/15/2010
                  
                  Common
      stock
                  
                  
                  20,000
                  
                  $10,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/18/2010
                  
                  Common
      stock
                  
                  
                  10,000
                  
                  $5,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/18/2010
                  
                  Common
      stock
                  
                  
                  10,000
                  
                  $5,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/18/2010
                  
                  Common
      stock
                  
                  
                  30,000
                  
                  $15,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/22/2010
                  
                  Common
      stock
                  
                  
                  4,000
                  
                  $2,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/24/2010
                  
                  Common
      stock
                  
                  
                  31,000
                  
                  $15,500
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate3/24/2010
                  
                  Common
      stock
                  
                  
                  40,000
                  
                  $20,000
      Convertible
                    Promissory
      Note
                  
                  Business
      Associate


7





Exemption
From Registration Claimed





All of
the sales by the Company of its unregistered securities were made by the Company
in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the
"1933 Act"). All of the individuals and/or entities listed above that purchased
the unregistered securities were almost all existing shareholders, all known to
the Company and its management, through pre-existing business relationships, as
long standing business associates. All purchasers were provided access to all
material information, which they requested, and all information necessary to
verify such information and were afforded access to management of the Company in
connection with their purchases. All purchasers of the unregistered securities
acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to the Company. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5. OTHER INFORMATION





None.





ITEM
6. EXHIBITS





Exhibits.
The following is a complete list of exhibits filed as part of this Form 10-Q.
Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.





Exhibit
31.1  Certification of Chief Executive  Officer pursuant to
Section 302 of the Sarbanes-Oxley Act





Exhibit
31.2  Certification of Chief Financial  Officer pursuant to
Section     302 of the Sarbanes-Oxley Act





Exhibit
32.1  Certification of Chief Executive  Officer pursuant to
Section 906 of the Sarbanes-Oxley Act





Exhibit
32.2  Certification of Chief Financial  Officer pursuant to
Section 906 of the Sarbanes-Oxley Act




8





SIGNATURES





Pursuant
to the requirements of Section 12 of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





CHINA
      WI-MAX COMMUNICATIONS, INC.(Registrant)Dated:  December
      7, 2010
                  By: /s/ Steve T. BermanSteven
      BermanPresidentDated:  December
      7, 2010
                  By: /s/ Frank VenturaFrank
      Ventura,Chief
      Financial
Officer


9